[Last updated: 1 January 2024, unless otherwise noted]

As a general rule, any company that meets the requirements described in this summary and carries out a legal business activity is eligible for listing on the Spanish Stock Exchange, regardless of the industry to which it belongs or its country of incorporation. There are no differences in terms of requirements between foreign and domestic companies, or between primary and secondary listings.

Regarding issuer eligibility requirements, the issuer must be a public limited company (sociedad anónima), or an equivalent legal form for foreign issuers, validly incorporated and existing in accordance with the laws of the country in which it is domiciled. Further, the issuer's shares to be admitted to trading must grant the same rights to all holders.

The expected aggregate market value of all shares to be listed must be at least €6 million (approximately US$6.63 million) and at least 25% of the shares to be listed must be distributed among the public (free float), or a lower percentage if the market can operate suitably with such lower percentage due to the high number of shares of the same class and their degree of distribution among the public.

Besides the above free-float minimum threshold, there is no requirement for listed companies to have or to maintain a minimum number of shareholders. There is also no requirement to maintain a minimum trading price for the securities or for shares to be placed into escrow (or otherwise be restrained from being traded, such as through "lock-in" or "lock-up" arrangements) in connection with the listing. However, upon initial listing, underwriters typically require directors and major selling shareholders to agree to a "lock-up" arrangement. There are no restrictions on the currency denomination of securities.

As a general rule, and subject to certain exceptions, a company applying for listing must file with the CNMV its individual audited accounts (and, if applicable, its consolidated ones) covering at least the three fiscal years prior to listing.

Spanish companies applying for listing must comply with the specific corporate regulations applicable to listed companies (sociedades cotizadas) under the Spanish Companies Act (Ley de Sociedades de Capital), which sets forth specific provisions regarding shares, shareholders' rights and transparency, including the obligation of disclosure of all shareholders' agreements that affect voting rights or that establish restrictions on the transferability of the shares. Also, Spanish entities to be listed on the Spanish Stock Exchange must either comply with the recommendations contained in the Spanish Good Governance Code approved by the Board of the CNMV on 18 February 2015 and amended on 26 June 2020, (Código de Buen Gobierno, or Good Governance Code), or explain the reasons for non-compliance. Corporate governance rules under the Spanish Companies Act (Ley de Sociedades de Capital) require companies, among other things, to have an audit committee and to publish annual corporate governance reports and directors' remuneration reports. Spanish law does not provide a specific legal regime for foreign companies listed in Spain and in the case of a primary listing in Spain, the laws of the issuer's country of origin will need to be considered, as described below.

A company going public on the Spanish Stock Exchange may appoint a financial institution to take care of coordinating the design of the financial and commercial conditions of the IPO, and to liaise with the supervisory authorities, market operators, potential investors and remaining placement and underwriting entities.

There is no requirement for an applicant company to conduct interviews with the CNMV. However, it is a common practice to hold meetings and interviews with the CNMV as part of the listing process, particularly with respect to application proceedings and approval of the prospectus.

Securities to be admitted to trading will necessarily be represented by book entries (anotaciones en cuenta) and settled within IBERCLEAR, which is the Spanish central securities depository. For secondary listings of foreign companies, securities will also be represented by book entries registered with IBERCLEAR, by means of either a "link entity" (entidad de enlace), which blocks the securities in its origin and is responsible for the relevant trading in Spain, or a direct account held in Clearstream.

Further listing requirements are as follows:

• The securities to be listed must be freely transferable and shall not grant different rights to shareholders under equal circumstances.
• An application for listing must include all securities of the same class. In case there are securities of the same class already listed, the application must encompass all securities of such class, both issued or to be issued.
• A prospectus and audited financial statements may be required as discussed below.